Personal Goodwill. All of the Personal Goodwill is owned, and immediately prior to the Closing will be owned, by the Seller, free and clear of all liens, encumbrances, claims, options, security interests, calls and commitments of any kind. The Seller has full legal right, power and authority to enter into this Agreement and to sell, assign and transfer the Personal Goodwill to the Buyer and, on the Closing Date, the sale and assignment of the Personal Goodwill to the Buyer hereunder will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, claims, options, security interests and commitments of any kind.
Personal Goodwill. All of the Personal Goodwill owned by Seller is free and clear of all liens, encumbrances, claims, options, security interests, calls and commitments of any kind, and the sale and assignment of the Personal Goodwill to Purchaser hereunder will transfer to Purchaser all of Seller’s title thereto, free and clear of all liens, encumbrances, claims, options, security interests and commitments of any kind.
Personal Goodwill. Xxxx acknowledges that he has been actively involved with the Farmers State Bank of Camp Point since 1969 and that during this period he has developed close relationships with customers, employees, correspondent bankers and vendors of Farmers State Bank of Camp Point. These relationships are attributable to Xxxx' own personal goodwill and are being sold separate and apart from Farmers State Bank of Camp Point.
Personal Goodwill. Seller owns all right to and interest in the Personal Goodwill for which he is receiving the Earnout Consideration from Buyer. No other Person, including, without limitation, the Company, has any right, interest or claim with respect to such Personal Goodwill, and there are no agreements, written or verbal, that would indicate otherwise.
Personal Goodwill. All personal goodwill also belongs immediately before the conclusion with sellers, free and free from all pledge, stress, claims, options, security rights, claims and stress of all types. The power of attorney in the conclusion of this agreement and sell, subtract and transfer its share to the buyer, namely, at the final date of sale and assigning the value of a personal company to the buyer., Claims, options, security rights and obligations of all types. Personal Goodwill. This is a personal goodwill that belongs to the company. 3.2 there are no restrictions. At the time of conclusion, this seller is not a party to the contract, an employment contract, a ban on competition or another contract or agreement, and is not subject to any restrictions or conditions that is subject to temporary order, the order is included, the court order, order, court ban, court prohibition, court prohibition are included , a judicial ban, an intermediate agreement, an agreement, an intermediate decision, a temporary decision, an agreement, a court ban, a temporary order, a written order or arbitration, which is important or general and disadvantageous or limited or will probably be influenced or part of a personal kind The will that belongs to such a seller or buyer, or limit the pleasure of personal goodwill as a whole. 3.3 approval and resolution. The implementation and delivery of this Agreement by this seller and the implementation of transactions provided here were approved properly by this seller, and this Agreement is a legal, valid and mandatory obligation of this seller, provided that the Seller and Conditions are applicable, bankruptcy, reconstruction, reconstruction, reconstruction, reconstruction The moratorium and similar laws are subject to the general validity related to the rights of creditors or concern them, as well as the general principles of justice (exception to ensure execution). 3.4
Personal Goodwill. (a) All of the Personal Goodwill is owned immediately prior to the Closing by the Seller, free and clear of all liens, encumbrances, claims, options, security interests, calls and commitments of any kind.
Personal Goodwill. The Purchaser agrees to purchase, and Xxxxxxx and Xxxxxxx agree to sell, assign, and transfer to the Purchaser, all of their interest in and to their Personal Goodwill as of the Closing. From and after the Closing, and from time to time thereafter throughout the Noncompetition Period, without further compensation, Xxxxxxx and Xxxxxxx will take all actions that the Purchaser deems reasonably necessary to ensure the orderly transition of the Personal Goodwill. Such actions may include, without limitation, the following: Xxxxxxx and Xxxxxxx introducing the Purchaser and/or its designees to Xxxxxxx and Bernard’s vendors, institutional customers, recurring customers and referral sources, and any others selected by the Purchaser, and using reasonable efforts to transfer to the Purchaser Xxxxxxx and Bernard’s goodwill and relationships with customers, contractors, vendors and referral sources to the individuals designated by the Purchaser. Such introductions and transitions shall be in the form of email, calls, written correspondence and/or face to face communication, at the option of the Purchaser. Xxxxxxx and Xxxxxxx shall use their reasonable efforts to persuade existing or prospective customers to be and remain customers of the Purchaser or its designee from and after the Closing Date. The compensation for the foregoing is described in Section 3.1(a)(ii) below.
Personal Goodwill. The purchase price for the Personal Goodwill shall be $500,000.00, which shall be split equally between Xxxxxxx and Xxxxxxx; PLUS
Personal Goodwill. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Equityholders will sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase, acquire and accept from Equityholders, the Personal Goodwill, free and clear of all Encumbrances.
